SEC Form 4 · accession 0000920371-17-000032
Simpson Manufacturing Co., Inc. · SSD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian J Magstadt
Officer — Chief Financial Officer
Period of report
Feb 4, 2017
Accepted (ET)
Feb 7, 2017 · 11:23 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000920371
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock (RSUs awarded February 4, 2017)F1 | Feb 4, 2017 | A | 6,372 | $43.42 | A | 6,372 | D | |
| Common Stock (PRSUs awarded February 4, 2017)F2 | Feb 4, 2017 | A | 12,763 | $43.42 | A | 12,763 | D | |
| Common Stock (RSUs awarded February 1, 2016)F3 | holding | — | — | — | 7,104 | D | ||
| Common Stock (PRSUs awarded February 1, 2016)F4 | holding | — | — | — | 8,750 | D | ||
| Common Stock (RSUs awarded February 2, 2015)F5 | holding | — | — | — | 5,313 | D | ||
| Common Stock (RSUs awarded February 3, 2014)F6 | holding | — | — | — | 5,681 | D | ||
| Common Stock (RSUs awarded February 6, 2013)F7 | holding | — | — | — | 3,281 | D | ||
| Common Stock (RSUs awarded January 30, 2012) | holding | — | — | — | 1,450 | D | ||
| Common Stock | holding | — | — | — | 1,008 | D | ||
| Common StockF8 | holding | — | — | — | 398 | I | By Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Amount includes 6,372 shares of restricted stock units (RSUs) awarded on February 4, 2017. RSUs vest one fourth on February 15, 2017, February 15, 2018, February 15, 2019, and February 15, 2020. The 6,372 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F2Amount includes 12,763 shares of restricted stock units (RSUs) awarded on February 4, 2017. RSUs vest fully on February 15, 2020, subject to the Company's performance on revenue growth (50%) and return on invested capital (50%) versus the Company's peer group median. The 12,763 shares assume that the number of shares that vest are based on targeted performance and are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F3Amount includes 7,104 shares of restricted stock units (RSUs) awarded on February 1, 2016. RSUs vest one fourth on each of the award date and the first, second and third anniversaries of the award date. The 7,104 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F4Amount includes 8,750 shares of restricted stock units (RSUs) awarded on February 1, 2016. RSUs vest fully on the third anniversary of the award date subject to the Company's relative performance versus the S&P Smallcap 600 Index. The 8,750 shares assume that the maximum number of shares will vest, based on performance at the highest level, and are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F5Amount includes 5,313 shares of restricted stock units (RSUs) awarded on February 2, 2015. RSUs vest three fourths on the third anniversary of the award date and one fourth on the fourth anniversary of the award date. The 5,313 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F6Amount includes 5,681 shares of restricted stock units (RSUs) awarded on February 3, 2014. RSUs vest three fourths on the third anniversary of the award date and one fourth on the fourth anniversary of the award date. The 5,681 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F7Amount includes 3,281 shares of restricted stock units (RSUs) awarded on February 6, 2013. RSUs vest three fourths on the third anniversary of the award date and one fourth on the fourth anniversary of the award date. The 3,281 shares are net of the number of shares expected to be withheld to cover the estimated income taxes due on vesting.
- F8The shares are owned by the Simpson Manuafacturing Co., Inc. Profit Sharing Plan for Salaried Employees (the "Plan") of which the reporting person is a participant. The Plan qualifies under sections 401(a)(26) and 410 of the Internal Revenue Code.